SHARE-BASED COMPENSATION (Block)

3 Months Ended

Mar. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

6. SHARE-BASED COMPENSATION

Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

The following is a summary of the changes in RSUs under the Plan during the current period:

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	March 31,
	Period Ended		Units	Price		Term (Years)	2017

RSUs outstanding as of:	December 31, 2016		2,074,794
RSUs awarded			27,818
RSUs released			(434,313)
RSUs forfeited			(1,625)
RSUs outstanding as of:	March 31, 2017		1,666,674	$	-	1.7	$	23,833,438
RSUs vested and expected
to vest as of:	March 31, 2017		1,666,674	$	-	1.7	$	23,134,454
RSUs exercisable (vested and
deferred) as of:	March 31, 2017		48,880	$	-	-	$	698,984
Weighted average remaining
recognition period in years			2.3
Unamortized compensation
expense		$	11,504,932

RSUs With Service And Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met, as all of the conditions need to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years.

The following table presents the changes in outstanding RSUs with market conditions:

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2017		2016
		(amounts in thousands, except per share data)
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		630		390
	Number of RSUs granted		-		470
	Number of RSUs forfeited		-		-
	Number of RSUs vested		(50)		(230)
	End of period balance		580		630
	Weighted average fair value of RSUs granted
	with market conditions	$	-	$	7.34

The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

The specific assumptions used for these valuations are as follows:

	Three Months			Year
	Ended			Ended
	March 31,			December 31,
	2017		2016

Expected Volatility Term Structure ⁽¹⁾		34% to 45%		35% to 45%
Risk-Free Interest Rate ⁽²⁾		0.1% to 1.1%		0.4% to 1.1%
Annual Dividend Payment Per Share (Constant) ⁽³⁾	$	0.30	$	0.30

RSUs With Service And Performance Conditions

In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plan, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

The following table reflects the activity of RSUs with service and performance conditions:

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2017		2016
		(amounts in thousands, except per share data)
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Service And Performance
Conditions
	Beginning of period balance		-		29
	Number of RSUs granted		-		-
	Number of RSUs that did not meet criteria		-		(29)
	Number of RSUs vested		-		-
	Average fair value of RSUs granted with performance
	conditions	$	-	$	-

As of March 31, 2017, no non-cash compensation expense was recognized for RSUs with performance conditions.

Option Activity

The following table provides summary information related to the exercise of stock options:

	Three Months Ended March 31,
Option Exercise Data	2017		2016
	(amounts in thousands)

Intrinsic value of options exercised	$	50	$	25
Tax benefit from options exercised ⁽¹⁾	$	20	$	10
Cash received from exercise price of options exercised	$	5	$	3

The following table presents the option activity during the current period under the Plan:

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	March 31,
	Period Ended	Options		Price		Term (Years)	2017

Options outstanding as of:	December 31, 2016		329,562	$	1.91
Options granted			-		-
Options exercised			(4,000)		1.34
Options forfeited			-
Options expired			-
Options outstanding as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Options vested and expected to
vest as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Options vested and exercisable as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Weighted average remaining
recognition period in years			-
Unamortized compensation expense		$	-

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2017	Life	Price		2017	Price
$	1.34	$	1.34	300,562	1.9	$	1.34	300,562	$	1.34
$	2.02	$	11.78	25,000	1.4	$	8.87	25,000	$	8.87
$	1.34	$	11.78	325,562	1.8	$	1.92	325,562	$	1.92

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in our statement of operations:

	Three Months Ended
	March 31,
	2017		2016
		(amounts in thousands)

Station operating expenses	$	204	$	227
Corporate general and administrative expenses		1,389		1,254
Stock-based compensation expense included in operating expenses		1,593		1,481
Income tax benefit ⁽¹⁾		508		551
Net stock-based compensation expense	$	1,085	$	930

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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